exv4w1






Exhibit
4.1

EXECUTION VERSION


CITIGROUP INC.,

as Issuer




and




THE BANK OF NEW YORK MELLON,

as Trustee




Seventh Supplemental Indenture




Dated as of December 22, 2009




Supplement to Indenture of Citigroup Inc.

dated as of July 23, 2004






 









 








TABLE OF CONTENTS




Page




ARTICLE 1

Definitions




	 	 	 	 	 
	Section 1.01. Definition of Terms
	 	 	1	 






ARTICLE 2

 General Terms and Conditions of the Notes




	 	 	 	 	 
	Section 2.01. Designation, Principal Amount and Original Issuance
	 	 	6	 
	Section 2.02. Form, Payment and Appointment
	 	 	7	 
	Section 2.03. Installment Payments
	 	 	7	 






ARTICLE 3

Redemption




	 	 	 	 	 
	Section 3.01. Redemption
	 	 	10	 






ARTICLE 4

Repurchase of Notes at the Option of the Holder




	 	 	 	 	 
	Section 4.01. Offer to Repurchase
	 	 	10	 
	Section 4.02. Conditions to Exercise
	 	 	10	 
	Section 4.03. Procedures for Exercise
	 	 	10	 
	Section 4.04. Withdrawal of Repurchase Notice
	 	 	11	 
	Section 4.05. Defeasance
	 	 	12	 
	Section 4.06. No Sinking Fund
	 	 	12	 
	Section 4.07. Listing
	 	 	12	 






ARTICLE 5

Form of Note




	 	 	 	 	 
	Section 5.01. Form of Note
	 	 	12	 






ARTICLE 6

Defaults




	 	 	 	 	 
	Section 6.01. Events of Default
	 	 	12	 
	Section 6.02. Defaults
	 	 	12	 






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ARTICLE 7

Tax Treatment




	 	 	 	 	 
	Section 7.01. Tax Treatment
	 	 	13	 






ARTICLE 8

Subordination




	 	 	 	 	 
	Section 8.01. Subordination
	 	 	13	 






ARTICLE 9

Changes to Reflect Absence of Citigroup Trust




	 	 	 	 	 
	Section 9.01. General
	 	 	13	 
	Section 9.02. Specific Changes
	 	 	14	 






ARTICLE 10

Miscellaneous




	 	 	 	 	 
	Section 10.01. Ratification of Indenture
	 	 	14	 
	Section 10.02. Trustee Not Responsible for Recitals
	 	 	14	 
	Section 10.03. New York Law to Govern
	 	 	14	 
	Section 10.04. Separability
	 	 	15	 
	Section 10.05. Counterparts
	 	 	15	 
	Section 10.06. Modifications
	 	 	15	 






EXHIBIT




	 	 	 	 	 
	Exhibit A — Form of Note
	 	 	A-1	 








2









 








     SEVENTH SUPPLEMENTAL INDENTURE, dated as of December 22, 2009 (this “Seventh Supplemental
Indenture”), between CITIGROUP INC., a Delaware corporation (the “Company”), and THE BANK OF NEW
YORK MELLON, a New York banking corporation, not in its individual capacity but solely as trustee
(the “Trustee”) under the Indenture, dated as of July 23, 2004 (the “Base Indenture,” and the Base
Indenture, as supplemented by this Seventh Supplemental Indenture, the “Indenture”).



W I T N E S S E T H




     WHEREAS, the Company has duly authorized the execution and delivery of the Base Indenture, to
provide for the issuance from time to time of its unsecured junior subordinated debentures, notes
or other evidences of indebtedness to be issued in one or more series (the “Securities”), as
provided in the Base Indenture, up to such principal amount or amounts as may from time to time be
authorized in or pursuant to one or more resolutions of the Board of Directors;



     WHEREAS, pursuant to the terms of the Base Indenture, the Company desires to provide for the
establishment of a new series of its Securities to be known as its 6.15% Junior Subordinated
Deferrable Installment Debentures due December 15, 2012, the form of such Securities and the terms,
provisions and conditions thereof to be set forth as provided in this Seventh Supplemental
Indenture; and



     WHEREAS, the Company has requested that the Trustee execute and deliver this Seventh
Supplemental Indenture and all requirements necessary to make this Seventh Supplemental Indenture a
valid, binding and enforceable instrument in accordance with its terms, and to make the Notes, when
executed, authenticated and delivered by the Company, the valid, binding and enforceable
obligations of the Company, have been done and performed, and the execution and delivery of this
Seventh Supplemental Indenture has been duly authorized in all respects.



     NOW THEREFORE, in consideration of the purchase and acceptance of the Notes by the Holders
thereof, and for the purpose of setting forth, as provided in the Base Indenture, the form and
terms of the Notes, the Company covenants and agrees with the Trustee as follows:



ARTICLE 1

Definitions




     Section 1.01. Definition of Terms. Unless the context otherwise requires (including for
purposes of the Recitals):



1









 





     (a) a term defined in the Base Indenture has the same meaning when used in this Seventh
Supplemental Indenture unless otherwise specified herein;



     (b) a term defined anywhere in this Seventh Supplemental Indenture has the same meaning
throughout;



     (c) the definition of any term in this Seventh Supplemental Indenture that is also defined in
the Base Indenture, shall for the purposes of this Seventh Supplemental Indenture supersede the
definition of such term in the Base Indenture;



     (d) the definition of a term in this Seventh Supplemental Indenture is not intended to have
any effect on the meaning or definition of an identical term that is defined in the Base Indenture
insofar as the use or effect of such term in the Base Indenture, as previously defined, is
concerned;



     (e) the singular includes the plural and vice versa;



     (f) headings are for convenience of reference only and do not affect interpretation; and



     (g) the following terms have the meanings given to them in this Section 1.01(g):



     “Citigroup Trust” means each of Citigroup Capital III, Citigroup Capital VII, Citigroup
Capital VIII, Citigroup Capital IX, Citigroup Capital X, Citigroup Capital XI, Citigroup Capital
XII, Citigroup Capital XIII, Citigroup Capital XIV, Citigroup Capital XV, Citigroup Capital XVI,
Citigroup Capital XVII, Citigroup Capital XVIII, Citigroup Capital XIX, Citigroup Capital XX,
Citigroup Capital XXI, Citigroup Capital XXX, Citigroup Capital XXXI, Citigroup Capital XXXII and
Citigroup XXXIII, each a Delaware statutory trust, or any other similar trust created for the
purpose of issuing Preferred Securities in connection with the issuance of junior subordinated debt
securities under the Junior Subordinated Debt Indentures or the Junior Junior Subordinated Debt
Indentures.



     “Company” shall have the meaning set forth in the first paragraph of this Seventh Supplemental
Indenture.



     “Default” shall have the meaning set forth in Section 6.02.



     “DTC” means The Depository Trust Company.



     “Early Mandatory Settlement Date” shall have the meaning set forth in the Purchase Contract
Agreement.



     “Early Mandatory Settlement Notice” shall have the meaning set forth in the Purchase Contract
Agreement.



2









 





     “Early Mandatory Settlement Rate” shall have the meaning set forth in the Purchase Contract
Agreement.



     “Early Mandatory Settlement Right” shall have the meaning set forth in the Purchase Contract
Agreement.



     “Early Settlement” shall have the meaning set forth in the Purchase Contract Agreement.



     “Event of Default” shall have the meaning set forth in Section 6.01.



     “Extension Period” shall have the meaning set forth in Section 2.03(c)(i).



     “Federal Reserve” means either or both of the Board of Governors of the Federal Reserve System
and the Federal Reserve Bank of New York, or its successor or the Company’s primary federal banking
regulator.



     “Fundamental Change” shall have the meaning set forth in the Purchase Contract Agreement.



     “Global Note” shall have the meaning set forth in Section 2.02.



     “Holder” means a holder of Notes, unless otherwise indicated.



     “Indenture” shall have the meaning set forth in the first paragraph of this Seventh
Supplemental Indenture.



     “Installment Payment Date” means each March 15, June 15, September 15 and December 15,
commencing on March 15, 2010.



     “Installment Payment Period” means the period from, and including, the Issue Date to, but
excluding, the first Installment Payment Date and each subsequent full quarterly period from and
including an Installment Payment Date to, but excluding, the immediately succeeding Installment
Payment Date.



     “Issue Date” means December 22, 2009.



     “Junior Junior Subordinated Debt Indentures” shall have the meaning set forth in the
definition of Senior Indebtedness.



     “Junior Subordinated Debt Indentures” shall have the meaning set forth in the definition of
Senior Indebtedness.



     “Note” and “Notes” shall have the respective meanings set forth in Section 2.01.



     “Paying Agent” shall initially mean the Trustee.



3









 





     “Purchase Contract Agreement” means the Purchase Contract Agreement, dated as of December 22,
2009, among the Company, The Bank of New York Mellon, as purchase contract agent, and The Bank of
New York Mellon, as Trustee under the Indenture.



     “Purchase Contracts” shall have the meaning set forth in the Purchase Contract Agreement.



     “Registrar” shall initially mean the Trustee.



     “Regular Record Date” shall mean the close of business on the Business Day immediately
preceding the related Installment Payment Date or, if the Notes do not remain in book-entry form, a
date selected by the Company, which shall be more than 14 days but less than 60 days prior to the
relevant Installment Payment Date.



     “Repurchase Date” shall be a date specified by the Company in the Early Mandatory Settlement
Notice, which shall be at least 20 but not more than 45 Business Days following the date of the
Early Mandatory Settlement Notice, which may or may not fall on the Early Mandatory Settlement
Date.



     “Repurchase Notice” means a notice in the form entitled “Form of Repurchase Notice” on the
reverse side of the Notes.



     “Repurchase Right” shall have the meaning set forth in Section 4.01.



     “Repurchase Price” per Note to be redeemed shall be equal to the principal amount of
such Note as of the Repurchase Date, plus (i) accrued and unpaid interest on such principal amount
at a rate of 6.15% per annum and (ii) if at the time the Company extends the Repurchase Right to
Holders there is an Extension Period in effect, the aggregate amount of deferred installment
payments and interest thereon, determined as set forth in Section 2.03(c)(ii). However, if the
Notes are in certificated form and the Repurchase Date falls after a Regular Record Date and on or
prior to the immediately succeeding Installment Payment Date, the installment payment payable on
such Installment Payment Date will be paid on such Installment Payment Date to the Holder as of
such Regular Record Date and will not be included in the Repurchase Price per Note.



     “Senior Indebtedness” means, with respect to the Company:




	 	(1)	 	the principal, premium, if any, and interest in respect of (a) indebtedness for
money borrowed and (b) indebtedness evidenced by securities, notes, debentures, bonds
or other similar instruments issued by the Company including, without limitation, (i)
all indebtedness (whether now or hereafter outstanding) issued under the senior debt
indenture, dated as of March 15, 1987, between the Company and The Bank of New York
Mellon (formerly The Bank of New York), as trustee, as the same has been or may be
amended, modified, or supplemented from time to time and (ii) all indebtedness (whether
now or hereafter outstanding)




4









 












	 	 	 	issued under the subordinated debt indenture, dated as of April 12, 2001, between
the Company and The Bank of New York Mellon, as successor trustee to JPMorgan Chase
Bank, N.A., as the same has been or may be amended, modified, or supplemented from
time to time;
	 
	 	(2)	 	all capital lease obligations of the Company;
	 
	 	(3)	 	all obligations of the Company issued or assumed as the deferred purchase price
of property, all conditional sale obligations of the Company and all obligations of the
Company under any conditional sale or title retention agreement (but excluding trade
accounts payable in the ordinary course of business);
	 
	 	(4)	 	all obligations, contingent or otherwise, of the Company in respect of any
letters of credit, bankers acceptances, security purchase facilities or similar credit
transactions;
	 
	 	(5)	 	all obligations of the Company in respect of interest rate swap, cap or other
agreements, interest rate future or option contracts, currency swap agreements,
currency future or option contracts and other similar agreements;
	 
	 	(6)	 	all obligations of the type referred to in clauses (1) through (5) above of
other persons for the payment of which the Company is responsible or liable as obligor,
guarantor or otherwise; and
	 
	 	(7)	 	all obligations of the type referred to in clauses (1) through (6) above of
other persons secured by any lien on any property or asset of the Company, whether or
not such obligation is assumed by Company,






 except that “Senior Indebtedness” shall not include:




	 	(A)	 	any other indebtedness issued under this Indenture;
	 
	 	(B)	 	all indebtedness (whether now or hereafter outstanding) issued to a Citigroup
Trust under (i) the indenture, dated as of October 7, 1996, between the Company and The
Bank of New York Mellon, as successor trustee to JPMorgan Chase Bank (formerly known as
The Chase Manhattan Bank), as trustee, as the same has been or may be amended,
modified, or supplemented from time to time and (ii) the indenture, dated as of July
30, 2009, between the Company and The Bank of New York Mellon, as trustee, as the same
has been or may be amended, modified, or supplemented from time to time (collectively
and together with the Indenture, the “Junior Subordinated Debt Indentures”);
	 
	 	(C)	 	all indebtedness (whether now or hereafter outstanding) issued to a Citigroup
Trust under (i) the indenture, dated as of June 30, 2006, between the Company and The
Bank of New York Mellon, as successor trustee to JPMorgan Chase





5









 





	 	 	 	Bank, N.A., as trustee, as the same has been or may be amended, modified, or
supplemented from time to time; (ii) the indenture, dated as of September 15, 2006,
between the Company and The Bank of New York Mellon, as successor trustee to
JPMorgan Chase Bank, N.A., as the same has been or may be amended, modified, or
supplemented from time to time; and (iii) the indenture, dated as of June 28, 2007,
between the Company and The Bank of New York Mellon (formerly The Bank of New York),
as trustee, as the same has been or may be amended, modified, or supplemented from
time to time (collectively, the “Junior Junior Subordinated Debt Indentures”);
	 
	 	(D)	 	any guarantee in respect of any preferred securities, capital securities or
preference stock of a Citigroup Trust; and
	 
	 	(E)	 	any indebtedness or any guarantee that is by its terms subordinated to, or
ranks equally with, the Notes and the issuance of which (i) has received the
concurrence or approval of the Federal Reserve or its staff or (ii) does not at the
time of issuance prevent the Units from qualifying for tier 1 capital treatment
(irrespective of any limits on the amount of Citigroup’s tier 1 capital) under
applicable capital adequacy guidelines, regulations, policies, published
interpretations or any applicable concurrence or approval of the Federal Reserve or its
staff.





     “Trustee” shall have the meaning set forth in the first paragraph of this Seventh Supplemental
Indenture.



     “Securities” shall have the meaning set forth in the first recital of this Seventh
Supplemental Indenture.



     “Units” shall have the meaning set forth in the Purchase Contract Agreement.



ARTICLE 2

General Terms and Conditions of the Notes




     Section 2.01. Designation, Principal Amount and Original Issuance. There is hereby
authorized a series of Securities designated as the 6.15% Junior Subordinated Deferrable
Installment Debentures due 2012 (the “Notes,” and “Note” means each note of such series having an
initial principal amount of $20.284) limited in aggregate initial principal amount to $709,940,000,
except for Notes authenticated, executed and delivered upon registration of transfer of, in
exchange for, or in lieu of, other Notes pursuant to Sections 3.4, 3.5, 3.6, 3.12(c) or 9.6 of the
Base Indenture. The Notes, upon execution of this Seventh Supplement Indenture, shall be executed
by the Company and delivered to the Trustee for authentication, and the Trustee shall thereupon
execute and deliver said Notes in accordance with a Company Order.



6









 





     Section 2.02. Form, Payment and Appointment. The Notes will be Global Securities and will
initially be issued in fully registered, permanent global form without coupons (a “Global Note”),
and the Depositary shall be DTC or such other depositary as any officer of the Company may from
time to time designate. Unless and until such Global Note is exchanged for Notes in registered
form, Global Notes may be transferred, in whole or in part, only to the Depositary or a nominee of
the Depositary, or to a successor Depositary selected or approved by the Company or to a nominee of
such successor Depositary.



     Installments on the Notes will be payable, the transfer of such Notes will be registrable and
such Notes will be exchangeable for Notes of a like aggregate principal amount bearing identical
terms and provisions at the office or agency of the Company maintained for such purpose in the
Borough of Manhattan, The City of New York, which shall initially be the Corporate Trust Office of
the Trustee.



     The Registrar and Paying Agent for the Notes shall initially be the Trustee.



     The Notes shall be issuable in denominations of one Note and integral multiples in excess
thereof.



Section 2.03.Installment Payments




     (a) Installment Payment Dates. On each Installment Payment Date, the Company shall pay, in
cash, equal quarterly installments of $1.875 on each Note, subject to the Company’s right to extend
the Installment Payment Period at any time and from time to time under the circumstances, and
subject to the conditions, set forth in Section 2.03.



     (b) Installment Payment Amount. Each installment shall constitute a payment of interest (at a
rate of 6.15% per annum) and a partial repayment of principal on the Note, allocated as set forth
in the schedule below.



	 	 	 	 	 	 	 	 	 
	Installment Payment Date	 	Amount of Principal	 	Amount of Interest
	March 15, 2010
	 	$	1.441	 	 	$	0.288	 
	June 15, 2010
	 	$	1.585	 	 	$	0.290	 
	September 15, 2010
	 	$	1.610	 	 	$	0.265	 
	December 15, 2010
	 	$	1.634	 	 	$	0.241	 
	March 15, 2011
	 	$	1.660	 	 	$	0.215	 
	June 15, 2011
	 	$	1.685	 	 	$	0.190	 
	September 15, 2011
	 	$	1.711	 	 	$	0.164	 
	December 15, 2011
	 	$	1.737	 	 	$	0.138	 
	March 15, 2012
	 	$	1.764	 	 	$	0.111	 
	June 15, 2012
	 	$	1.791	 	 	$	0.084	 
	September 15, 2012
	 	$	1.819	 	 	$	0.056	 
	December 15, 2012
	 	$	1.847	 	 	$	0.028	 






7









 






     Each installment payment for any Installment Payment Period shall be computed on the basis of
a 360-day year of twelve 30-day months. If an installment is payable for any period shorter than a
full Installment Payment Period, such installment shall be computed on the basis of the actual
number of days elapsed per 30-day month. Furthermore, if any date on which an installment is
payable is not a Business Day, then payment of the installment on such date will be made on the
next succeeding day that is a Business Day, and without any interest or other payment in respect of
any such delay. However, if such Business Day is in the next succeeding calendar year, then such
installment payment shall be made on the immediately preceding Business Day, in each case with the
same force and effect as if made on such date.



     (c) Option To Extend Installment Payment Period.




     (i) The provisions set forth in Sections 13.1 and 13.2 of the Base Indenture shall not
apply with respect to the Notes. Instead, the Company may defer installment payments, at
any time and from time to time, by extending the Installment Payment Period, so long as such
period of time does not extend beyond December 15, 2015 (the “Extension Period”). The
Company may end an Extension Period on any Installment Payment Date occurring on or before
December 15, 2012 or, in the case of an Extension Period that extends beyond December 15,
2012, on any Business Day thereafter that is on or before December 15, 2015.




     (ii) At the end of any Extension Period, the Company shall pay all installment payments
for which the related Installment Payment Date occurred during such Extension Period,
together with interest on the full amount of such installment payments compounded quarterly
at the rate of 6.15% per annum, to the extent permitted by applicable law. The Company
shall give holders of Units and Holders of Notes at least 10 Business Days’ notice of the
end of an Extension Period.




     (iii) Prior to the termination of any Extension Period, the Company may further defer
installment payments by extending such Extension Period. Such Extension Period, including
all such previous and further extensions, may not extend beyond December 15, 2015. Upon the
termination of any Extension Period and the payment of all amounts then due, the Company may
commence a new Extension Period, if consistent with the terms set forth in this Section
2.03. No installment payment (or interest thereon) during an Extension Period, except at the
end of such Extension Period, shall be due and payable.




     (iv) The Company shall give the holders of Units and Holders of Notes notice of its
election of an Extension Period (or any extension thereof) at least 10 Business Days prior
to the earlier of (x) the next succeeding Installment Payment Date; or (y) the date upon
which the Company is required to give notice to the New York Stock Exchange or other
applicable self-regulatory organization or to holders of Units and Holders of Notes of the
record or payment date of such installment payment.



8









 





     (d) Restrictions Applicable During an Extension Period and Certain Other Circumstances.




     (i) The provisions set forth in Section 13.3 of the Base Indenture shall not apply with
respect to the Notes. Instead, if (x) there shall have occurred and be continuing a Default
or (y) the Company shall have given notice of its election to defer installment payments on
the Notes by extending the Installment Payment Period and such Installment Payment Period,
or any extension of such Installment Payment Period, shall be continuing, then:




     (A) the Company and its subsidiaries shall not declare or pay any dividend on,
make any distributions relating to, or redeem, purchase, acquire or make a
liquidation payment relating to, any of its capital stock or make any guarantee
payment with respect thereto other than:




     (1) purchases, redemptions or other acquisitions of shares of capital
stock of the Company in connection with any employment contract, benefit
plan or other similar arrangement with or for the benefit of employees,
officers, directors or consultants;




     (2) purchases of shares of the Company’s common stock pursuant to a
contractually binding requirement to buy stock existing prior to the
commencement of the Extension Period, including under a contractually
binding stock repurchase plan;




     (3) as a result of an exchange or conversion of any class or series of
the Company’s capital stock for any other class or series of the Company’s
capital stock;




     (4) the purchase of fractional interests in shares of the Company’s
capital stock pursuant to the conversion or exchange provisions of such
capital stock or the security being converted or exchanged; or




     (5) purchases of the Company’s capital stock in connection with the
distribution thereof; and




     (B) the Company and its subsidiaries shall not make any payment of interest,
principal or premium on, or repay, purchase or redeem, any debt securities or
guarantees issued by the Company that rank equally with or junior to the Notes
other than pro rata payments of accrued and unpaid interest on the Notes and any
other debt securities or guarantees issued by the Company that rank equally with
the Notes, except and to the extent the terms of any such debt securities would
prohibit the Company from making such pro rata payment.



9









 





     These foregoing restrictions shall not apply to any stock dividends paid by the Company where
the dividend stock is the same stock as that on which the dividend is being paid.



ARTICLE 3

Redemption




     Section 3.01.
Redemption. Article XI of the Base Indenture (Redemption of Securities) shall
not apply with respect to the Notes.



ARTICLE 4

Repurchase of Notes at the Option of the Holder




     Section 4.01. Offer to Repurchase. If (a) the Company elects to exercise its Early
Mandatory Settlement Right and (b) at the time of such election, (x) there is not an Extension
Period in effect and (y) the Company has not given notice pursuant to Section 2.03(c)(iv) that it
intends to defer future scheduled installment payments, then each Holder will have the right (the
“Repurchase Right”) to require the Company to repurchase some or all of its Notes for cash at the
Repurchase Price per Note to be redeemed on the Repurchase Date, as described in Section 4.03. The
Company shall not be required to repurchase a portion of a Note, nor shall the Company be required
to repurchase any or all of such Holder’s Notes in connection with any Early Settlement of such
Holder’s Purchase Contracts at the Early Settlement Rate in accordance with the Purchase Contract
Agreement.



     Section 4.02. Conditions to Exercise. Notwithstanding Section 4.01, Holders may exercise
the Repurchase Right if an Extension Period is in effect or the Company has given notice that it
intends to defer future scheduled installment payments, if, at the time the Company elects to
exercise its Early Mandatory Settlement Right, it has received any required regulatory approval or
consent from the Federal Reserve or its staff to extend the Repurchase Right to Holders, if then
required.



     Section 4.03. Procedures for Exercise.



     (a) To exercise the Repurchase Right, a Holder must deliver, on or before the second Business
Day immediately preceding the Repurchase Date, the Notes to be repurchased (or the Units, if (x)
the Early Mandatory Settlement Date falls on the same day as the Repurchase Date and (y) the Notes
have not been separated from the Units), together with a duly completed written Repurchase Notice,
in each case in accordance with appropriate DTC procedures, unless the Note is not a Global Note,
in which case such Holder must deliver the Notes to be repurchased or the Units that include the
Notes to be repurchased, duly endorsed for transfer, together with a Repurchase Notice, to the
Paying Agent.



     (b) The Repurchase Notice must state the following:



10









 






     (i) if certificated Notes or Units have been issued, the certificate numbers of the
Notes or Units, or if the Notes are Global Notes, the Repurchase Notice must comply with
appropriate DTC procedures;




     (ii) the number of Notes to be repurchased; and




     (iii) that the Notes are to be repurchased by the Company pursuant to the applicable
provisions of the Notes and the Indenture.



     Section 4.04. Withdrawal of Repurchase Notice.



     (a) A Holder may withdraw any Repurchase Notice (in whole or in part) by a written,
irrevocable notice of withdrawal delivered to the Trustee prior to the close of business on the
second Business Day immediately preceding the Repurchase Date.



     (b) The notice of withdrawal must state the following:




     (i) the number of the withdrawn Notes;




     (ii) if certificated Notes or Units have been issued, the certificate numbers of the
withdrawn Notes or Units, or if the Notes are Global Notes, the notice of withdrawal must
comply with appropriate DTC procedures; and




     (iii) the number of Notes, if any, that remain subject to the Repurchase Notice.



     (c) The Company shall be required to repurchase the Notes on the Repurchase Date. A Holder
electing to exercise the Repurchase Right shall receive payment of the Repurchase Price on the
later of (i) the Repurchase Date and (ii) the time of book-entry transfer or the delivery of the
Notes.



     (d) If the Trustee holds money sufficient to pay the Repurchase Price of the Notes on the
Repurchase Date, then (i) the Notes shall cease to be outstanding and interest shall cease to
accrue (whether or not book-entry transfer of the Notes is made or whether or not the Notes are
delivered to the Trustee); and (ii) all other rights of the Holder shall terminate (other than the
right to receive the Repurchase Price).



     (e) The Company shall, in connection with any repurchase offer pursuant to an Early Mandatory
Settlement Notice, if required, (i) comply with the provisions of the tender offer rules under the
Exchange Act that may then be applicable; and (ii) file a Schedule TO or any other required
schedule under the Exchange Act.



     (f) Notwithstanding anything to the contrary herein, no Notes may be repurchased at the option
of Holders if the principal amount thereof has been accelerated, and such acceleration has not been
rescinded, on or prior to the Repurchase Date (except in the case of a Default by the Company of
the payment of the Repurchase Price with respect to such Notes).



11









 





     Section 4.05.
Defeasance. For the avoidance of doubt, the provisions of Article IV of the
Base Indenture apply to the Notes.



     Section 4.06.
No Sinking Fund. The Notes are not entitled to the benefit of any sinking
fund.



     Section 4.07. Listing. The Company shall not initially apply to list the Notes on any
securities exchange or automated inter-dealer quotation system. If (i) a sufficient number of
Units are separated into separate Notes and separate Purchase Contracts and traded separately such
that applicable listing requirements are met and (ii) the holders of such separate Purchase
Contracts and the Holders of such separate Notes request that the Company list such separate
Purchase Contracts and separate Notes, the Company will use its commercially reasonable efforts to
list such separate Purchase Contracts and separate Notes on an exchange of the Company’s choosing
(which may or may not be the New York Stock Exchange), subject to applicable listing requirements.



ARTICLE 5

Form of Note




     Section 5.01.
Form of Note. The Notes and the Trustee’s Certificate of Authentication to be
endorsed thereon are to be substantially in the forms attached as Exhibit A hereto, with such
changes therein as the officers of the Company executing the Notes (by manual or facsimile
signature) may approve, such approval to be conclusively evidenced by their execution thereof.



ARTICLE 6

Defaults




     Section 6.01.
Events of Default. (a) In addition to the Events of Default set forth in
Section 5.1 of the Base Indenture, it shall be an “Event of Default” with respect to the Notes if
there is a failure to pay in full all deferred installment payments on the Notes on or by December
15, 2015 and continuance of such failure to pay for a period of 30 days.



     (b) The Event of Default specified in Section 5.1(a) of the Base Indenture shall not apply
with respect to the Notes.



     Section 6.02.
Defaults. In addition to the Defaults set forth in Section 5.7 of the Base
Indenture, each of the following shall constitute a “Default” with respect to the Notes:



     (a) an Event of Default, including the Event of Default described in Section 6.01(a) and
excluding the Event of Default described in Section 6.01(b);



12









 





     (b) a default for 30 days in the payment of any installment payment on any Note when such
payment is due (taking into account any Extension Period);



     (c) failure to give notice of a Fundamental Change, as required under the Purchase Contract
Agreement; and



     (d) failure to pay the Repurchase Price in connection with any Holder’s exercise of its
Repurchase Right.



     The Defaults set forth in Section 5.7(a), (b), (c), (d) and (f) of the Base Indenture shall
not apply with respect to the Notes.



     Notwithstanding anything to the contrary herein, Holders shall not have the right to
accelerate the Notes in accordance with Section 5.2 of the Base Indenture with respect to Defaults,
except for Defaults that are also Events of Default. In addition, the Trustee may withhold notice
to the Holders of any Default with respect to the Notes, except in the case of (x) a failure to
make an installment payment, or (y) failure to pay the Repurchase Price, if it considers such
withholding to be in the interests of Holders.



ARTICLE 7

Tax Treatment




     Section 7.01.
Tax Treatment. The Company and each Holder agrees, for United States tax
purposes, to treat the Notes as indebtedness.



ARTICLE 8

Subordination




     Section 8.01.
Subordination. The provisions of Article XIV of the Base Indenture shall
apply with respect to the Notes, except that with respect to the Notes, references therein to
“Senior Indebtedness” shall instead be deemed to be references to “Senior Indebtedness” as defined
in this Seventh Supplemental Indenture.



ARTICLE 9

Changes to Reflect Absence of Citigroup Trust




     Section 9.01. General. The Notes will not be issued to a Citigroup Trust. Accordingly, all
references to “Citigroup Trust” (except in respect of the definition of “Senior Indebtedness”
herein) and terms and provisions related thereto shall not apply with respect to the Notes.



13









 





     Section 9.02. Specific Changes. In furtherance of Section 9.01, but without limitation
thereto, the following terms and provisions in the Base Indenture shall not apply to the Notes:



     (a) The following defined terms in the Base Indenture and the related uses of those terms in
the Base Indenture shall not apply: Additional Interest, Common Securities, Declaration, Delaware
Trustee, Dissolution Event, Distributions, Institutional Trustee, No Recognition Opinion, Preferred
Securities, Preferred Security Certificate, Redemption Tax Opinion, Regular Trustees, Special
Event, Tax Event, Tax Event Opinion and Trust Securities.



     (b) The following complete Sections or Subsections of the Base Indenture shall not apply:
Section 3.10(c), Section 3.12(a), Section 4.2(vii), Section 9.2(4) (and the proviso immediately
thereafter), Section 10.5, Section 10.6(a), Section 10.7 and Section 15.1.



     (c) The following other provisions of the Base Indenture shall not apply:




     (i) The last sentence of Section 3.11 of the Base Indenture shall not apply.




     (ii) The reference in the final paragraph of Section 4.1 of the Base Indenture to the
Company’s obligation to pay the expenses of any Citigroup Trust shall not apply.




     (iii) The proviso at the end of the second full sentence of Section 5.6 of the Base
Indenture shall not apply.




     (iv) The second full sentence of Section 10.6(b) of the Base Indenture shall not apply.



ARTICLE 10

Miscellaneous




     Section 10.01. Ratification of Indenture. The Indenture, as supplemented by this Seventh
Supplemental Indenture, is in all respects ratified and confirmed, and this Seventh Supplemental
Indenture shall be deemed part of the Indenture in the manner and to the extent herein and therein
provided.



     Section 10.02. Trustee Not Responsible for Recitals. The recitals herein contained are made
by the Company and not by the Trustee, and the Trustee assumes no responsibility for the
correctness thereof. The Trustee makes no representation as to the validity or sufficiency of this
Seventh Supplemental Indenture.



     Section 10.03.
New York Law to Govern. THIS SEVENTH SUPPLEMENTAL INDENTURE AND EACH NOTE,
AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS SEVENTH SUPPLEMENTAL
INDENTURE OR NOTES, SHALL FOR ALL PURPOSES BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS
OF THE STATE OF NEW YORK BUT WITHOUT



14









 





GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION
OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.




     Section 10.04. Separability. In case any one or more of the provisions contained in this
Seventh Supplemental Indenture or in the Notes shall for any reason be held to be invalid, illegal
or unenforceable in any respect, then, to the extent permitted by law, such invalidity, illegality
or unenforceability shall not affect any other provisions of this Seventh Supplemental Indenture or
of the Notes, but this Seventh Supplemental Indenture and the Notes shall be construed as if such
invalid or illegal or unenforceable provision had never been contained herein or therein.



     Section 10.05. Counterparts. This Seventh Supplemental Indenture may be executed in any
number of counterparts each of which shall be an original, but such counterparts shall together
constitute but one and the same instrument.



     Section 10.06. Modifications. No modification or amendment to the Indenture through a
supplemental indenture shall be made, without the consent of the Holder of each outstanding Note
affected thereby, that would (a) modify the installment payment terms of the Notes or (b) reduce
the percentage of Holders of Notes necessary to modify or amend the Indenture or waive compliance
by the Company with any covenant or past Default.



[SIGNATURES ON THE FOLLOWING PAGES]



15









 





     IN WITNESS WHEREOF, the parties hereto have caused this Seventh Supplemental Indenture to be
duly executed by their respective officers thereunto duly authorized, on the date or dates
indicated in the acknowledgments and as of the day and year first above written.



	 	 	 	 	 
	 	CITIGROUP INC.

 	 
	 
	 	By:  	/s/ John C. Gerspach
 	 
	 	 	Name:  	John C. Gerspach 	 
	 	 	Title:  	Chief Financial Officer 	 
	 
	 	THE BANK OF NEW YORK MELLON, as

Trustee

 	 
	 
	 	By:  	/s/ Christopher Greene
 	 
	 	 	Name:  	Christopher Greene 	 
	 	 	Title:  	Vice President 	 
	 




1









 





EXHIBIT A




[FORM OF FACE OF NOTE]




[INCLUDE IF A GLOBAL NOTE]



     [This Note is a Global Security within the meaning of the Indenture hereinafter referred to
and is registered in the name of the Depository named below or a nominee of the Depository. This
Note is not exchangeable for Notes registered in the name of a Person other than the Depository or
its nominee except in the limited circumstances described herein and in the Indenture, and no
transfer of this Note (other than a transfer of this Note as a whole by the Depository to a nominee
of the Depository or by a nominee of the Depository to the Depository or another nominee of the
Depository) may be registered except in the limited circumstances described herein.



     Unless this certificate is presented by an authorized representative of The Depository Trust Company,
a New York corporation (the “Depository”), to the Company or its agent for registration of transfer, exchange,
or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as is requested
by an authorized representative of the Depository (and any payment is made to Cede & Co. or to such other entity
as is requested by an authorized representative of the Depository), ANY TRANSFER, PLEDGE, OF OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered
owner hereof, Cede & Co., has an interest herein.]




A-1











 





CITIGROUP INC.




6.15% JUNIOR SUBORDINATED DEFERRABLE INSTALLMENT DEBENTURES

DUE DECEMBER 15, 2012



REGISTERED




CUSIP: 172967 FB2

ISIN: US172967FB26




			
	No.                     
	 	[Initial]1 Number of Notes                                        






     CITIGROUP INC., a Delaware corporation (the “Company”, which term includes any successor
corporation under the Indenture hereinafter referred to), for value received, hereby promises to
pay to CEDE & CO., or registered assigns, the initial principal sum of $20.284 for each of the
number of Notes set forth above[, or such lesser number of Notes as set forth in the Schedule of
Increases or Decreases in Global Note attached hereto,]2 in quarterly installments (each
constituting a payment of interest at the rate per year of 6.15% and a partial repayment of
principal) payable on March 15, June 15, September 15 and December 15 of each year (each such date,
an “Installment Payment Date” and the period from, and including, December 22, 2009 to, but
excluding, the first Installment Payment Date and each subsequent full quarterly period from and
including an Installment Payment Date to, but excluding, the immediately succeeding Installment
Payment Date, an “Installment Payment Period”), commencing on March 15, 2010, all as set forth on
the reverse hereof, with the final installment due and payable on December 15, 2012. The
installment amount payable on any Installment Payment Date shall be computed on the basis of a
360-day year consisting of twelve 30-day months. If an installment is payable for any period
shorter than a full Installment Payment Period, such installment shall be computed on the basis of
the actual number of days elapsed per 30-day month. In the event that any date on which an
installment is payable is not a Business Day, then payment of the installment on such date will be
made on the next succeeding day that is a Business Day, and without any interest or other payment
in respect of any such delay. However, if such Business Day is in the next succeeding calendar
year, then such installment payment shall be made on the immediately preceding Business Day, in
each case with the same force and effect as if made on such date. Installments shall be paid to the
person in whose name the Note is registered, with limited exceptions, at the close of business on
the Business Day immediately preceding the related Installment Payment Date (each, a “Regular
Record Date”). If the Notes do not remain in book-entry only form, the Company shall have the right
to select Regular Record Dates, which will be more than 14 days but less than 60 days prior to the
relevant





 




			
	1	 	Include if a Global Note.
	 
	2	 	Include if Global Note.




A-2









 










Installment Payment Date. Any such installment payment not punctually paid or duly provided
for on any Interest Payment Date shall forthwith cease to be payable to the registered Holders
at the close of business on such Regular Record Date and may be paid to the Person in whose name
this Note (or one or more successor Securities) is registered at the close of business on a special
record date to be fixed by the Trustee for the payment of such defaulted installment, notice
whereof shall be given to the registered Holders of the Notes not less than 10 days prior to such
special record date, or may be paid at any time in any other lawful manner not inconsistent with
the requirements of any securities exchange on which the Notes may be listed, and upon such notice
as may be required by such exchange, all as more fully provided in the Indenture. Installments
shall be payable at the office or agency of the Company maintained for that purpose in the Borough
of Manhattan, The City of New York; provided, however, that payment of installments may be made at
the option of the Company by check mailed to the registered Holder at such address as shall appear
in the Security Register or by wire transfer to an account appropriately designated by the Holder
entitled to payment.




     This Note shall not be entitled to any benefit under the Indenture hereinafter referred to or
be valid or obligatory for any purpose until the Certificate of Authentication shall have been
signed by or on behalf of the Trustee.



     The provisions of this Note are continued on the reverse side hereof and such continued
provisions shall for all purposes have the same effect as though fully set forth at this place.



A-3









 





     IN WITNESS WHEREOF, the Company has caused this instrument to be executed.



Dated:




	 	 	 	 	 
	 	CITIGROUP INC., as Issuer

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	Attest

 	 	 
	By:  	 	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



A-4









 






	 	 	 	 	 



CERTIFICATE OF AUTHENTICATION





     This is one of the Securities of the series designated therein described in the
within-mentioned Indenture.



Dated:




	 	 	 	 	 
	THE BANK OF NEW YORK
MELLON,

as Trustee

 	 	 
	 
	By:  	 	 	 
	 	 	Authorized Signatory 	 
	 	 	 	 



A-5









 






	 	 	 	 	 



[FORM OF REVERSE OF NOTE]




CITIGROUP INC.





     This Note is one of a duly authorized series of Securities of the Company designated as its
6.15% Junior Subordinated Deferrable Installment Debentures due 2012 (herein sometimes referred to
as the “Notes”), issued under the Indenture, dated as of July 23, 2004, between the Company and The
Bank of New York Mellon, as trustee (the “Trustee,” which term includes any successor trustee under
the Indenture) (the “Base Indenture,” and the Base Indenture, as supplemented by the Seventh
Supplemental Indenture, dated December 22, 2009, between the Company and the Trustee, the
“Indenture”), to which Indenture reference is hereby made for a description of the rights,
limitations of rights, obligations, duties and immunities thereunder of the Trustee, the Company
and the Holders. The terms of other series of Securities issued under the Indenture may vary with
respect to interest rates, issue dates, maturity, redemption, repayment, currency of payment and
otherwise as provided in the Indenture. The Indenture further provides that securities of a single
series may be issued at various times, with different maturity dates and may bear interest at
different rates. This series of Securities is limited in aggregate principal amount as specified
in said Seventh Supplemental Indenture.



     Each installment shall constitute a payment of interest (at a rate of 6.15% per annum) and a
partial repayment of principal on the Note, allocated as set forth in the schedule below:



	 	 	 	 	 	 	 	 	 
	Installment Payment Date	 	Amount of Principal	 	Amount of Interest
	March 15, 2010
	 	$	1.441	 	 	$	0.288	 
	June 15, 2010
	 	$	1.585	 	 	$	0.290	 
	September 15, 2010
	 	$	1.610	 	 	$	0.265	 
	December 15, 2010
	 	$	1.634	 	 	$	0.241	 
	March 15, 2011
	 	$	1.660	 	 	$	0.215	 
	June 15, 2011
	 	$	1.685	 	 	$	0.190	 
	September 15, 2011
	 	$	1.711	 	 	$	0.164	 
	December 15, 2011
	 	$	1.737	 	 	$	0.138	 
	March 15, 2012
	 	$	1.764	 	 	$	0.111	 
	June 15, 2012
	 	$	1.791	 	 	$	0.084	 
	September 15, 2012
	 	$	1.819	 	 	$	0.056	 
	December 15, 2012
	 	$	1.847	 	 	$	0.028	 






     The Securities of this series shall not be subject to redemption at the option of the Company.
However, a Holder shall have the right to require the Company to repurchase some or all of its
Notes for cash at the Repurchase Price per Note to be repurchased on the Repurchase Date, upon the
occurrence of certain events and subject to the conditions set forth in the Indenture.



     This Security is not entitled to the benefit of any sinking fund. The Indenture contains
provisions for defeasance and covenant defeasance at any time of the indebtedness on this



A-6









 





Security upon compliance by the Company with certain conditions set forth therein, which provisions apply to
this Security.




     If an Event of Default with respect to the Notes shall occur and be continuing, then either
the Trustee or the Holders of not less than 25% in principal amount of the Notes of this series
then outstanding may declare the aggregate principal amount of the Notes of this series, and all
interest accrued thereon, to be due and payable immediately, in the manner, subject to the
conditions and with the effect provided in the Indenture.



     The Indenture permits, with certain exceptions as therein provided, the Company and the
Trustee, with the consent of the holders of not less than a majority in principal amount of the
Securities at the time outstanding of each series issued under the Indenture to be affected
thereby, to execute supplemental indentures for certain purposes as described therein.



     Obligations Unconditional. No provision of this Note or of the Indenture shall alter or
impair the obligation of the Company, which is absolute and unconditional, to pay installments on
this Note at the time, place and rate, and in the coin or currency, herein and in the Indenture
prescribed, subject to the Company’s right to defer installment payments as described therein.



     Transfer and Exchange. As provided in the Indenture and subject to certain limitations
therein set forth, the transfer of this Note shall be registered on the Security Register of the
Company, upon surrender of this Note for registration of transfer at the office or agency of the
Company in the Borough of Manhattan, The City of New York, duly endorsed by, or accompanied by a
written instrument of transfer in form satisfactory to the Company duly executed by, the Holder
hereof or by his attorney duly authorized in writing, and thereupon one or more new Notes of this
series and of like tenor, of authorized denominations and for the same aggregate principal amount,
shall be issued to the designated transferee or transferees.



     The Securities of this series are initially issued in registered, global form without coupons
in initial minimum denominations of one Note and integral multiples in excess thereof.



     No service charge shall be made for any such registration of transfer or exchange, but the
Company may require payment of a sum sufficient to cover any tax or other governmental charge
payable in connection therewith.



     Prior to due presentment of this Note for registration of transfer, the Company, the Trustee
and any agent of the Issuer or the Trustee may treat the Holder in whose name this Note is
registered as the owner hereof for all purposes, whether or not this Note be overdue, and neither
the Company, the Trustee nor any such agent shall be affected by notice to the contrary.



     This Note and the Indenture, and any claim, controversy or dispute arising under or related to
the Indenture or this Note, shall for all purposes be governed by, and construed in accordance
with, the laws of the State of New York, without giving effect to the conflicts of laws provisions
thereof.



A-7









 





     All terms used in this Note which are defined in the Indenture and not otherwise defined
herein shall have the meanings assigned to them in the Indenture.



     No recourse shall be had for the payment of any installment on this Note, or for any claim
based hereon, or upon any obligation, covenant or agreement of the Company in the Indenture,
against any incorporator, stockholder, officer or director, past, present or future of the
Company or of any predecessor or successor corporation, either directly or through the Company or
of any successor corporation, whether by virtue of any constitution, statute or rule of law, or by
the enforcement of any assessment of penalty or otherwise; and all such personal liability is
expressly released and waived as a condition of, and as part of the consideration for, the issuance
of this Note.



     The Company and each Holder agrees, for United States tax purposes, to treat the Notes as
indebtedness.



A-8









 





ASSIGNMENT




FOR VALUE RECEIVED, the undersigned assigns and transfers this Note to:




	 
	 


	 

	 








(Insert assignee’s social security or tax identification number)




	 
	 


	 

	 


	 

	 








(Insert address and zip code of assignee)




and irrevocably appoints




	 
	 


	 

	 


	 

	 








agent to transfer this Note on the books of the Company. The agent may substitute another to act
for him or her.




Date:                                         




	 	 	 	 	 
	 	Signature:

 	 
	 	 	 
	 
	 	Signature Guarantee:

 	 
	 	 	 
	 	 	 
	 	 	 
	 



(Sign exactly as your name appears on the other side of this Note)




A-9









 








SIGNATURE GUARANTEE




Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of
the Registrar, which requirements include membership or participation in the Security Transfer
Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined
by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the
Securities Exchange Act of 1934, as amended.




	 	 	 	 	 
	 	 	 
	By:  	 	 	 
	 	 	Name 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	 	 
	 	

 	 
	 	as Trustee 	 
	 	 	 



	 	 	 	 	 
	 	By:  	
 	 
	 	 	Name 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	Attest:

 	 	 
	By:  	 	 	 
	 	 	Name 	 
	 	 	Title:  	 	 



A-10









 






	 	 	 	 	 



[TO BE ATTACHED TO GLOBAL NOTES]




SCHEDULE OF INCREASES OR DECREASES IN A GLOBAL NOTE



The initial number of Notes evidenced by this Global Note is ________.The following increases or
decreases in this Global Note have been made:




	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Number of Notes	 	 
	 

	 	Amount of decrease
	 	Amount of increase
	 	evidenced by this	 	 
	 

	 	in number of Notes
	 	in number of Notes
	 	Global Note following
	 	Signature of
	 

	 	evidenced by this
	 	evidenced by this
	 	such decrease (or
	 	authorized officer
	Date

	 	Global Note
	 	Global Note
	 	increase)
	 	of Trustee
	 







A-11